Aureus Greenway Holdings Inc. Files S-1/A Amendment

Ticker: AGH · Form: S-1/A · Filed: Jul 3, 2024 · CIK: 2009312

Sentiment: neutral

Topics: sec-filing, s-1a, registration

TL;DR

Aureus Greenway Holdings Inc. filed an S-1/A, amending their registration for securities. Looks like they're still gearing up for a public offering.

AI Summary

Aureus Greenway Holdings Inc. filed an S-1/A amendment on July 3, 2024, for a registration statement under the Securities Act of 1933. The company, incorporated in Nevada with its principal executive offices in Kissimmee, Florida, is in the Services-Membership Sports & Recreation Clubs industry. This filing is an amendment to a previous registration, indicating ongoing efforts to register securities for public offering.

Why It Matters

This S-1/A filing is a procedural step for Aureus Greenway Holdings Inc. to register securities, which is a prerequisite for them to be offered to the public, potentially impacting future investment and trading.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with companies seeking to go public or raise capital, which inherently carries higher risk due to the early stage and unproven nature of the business in the public market.

Key Numbers

Key Players & Entities

FAQ

What is the purpose of this S-1/A filing?

This S-1/A filing is an amendment to a Form S-1 Registration Statement, indicating that Aureus Greenway Holdings Inc. is updating or supplementing information related to the registration of its securities for public offering.

When was this amendment filed with the SEC?

This amendment was filed with the Securities and Exchange Commission on July 3, 2024.

Where are Aureus Greenway Holdings Inc.'s principal executive offices located?

The principal executive offices of Aureus Greenway Holdings Inc. are located at 2995 Remington Boulevard, Kissimmee, Florida 34744.

What industry does Aureus Greenway Holdings Inc. operate in?

Aureus Greenway Holdings Inc. operates in the Services-Membership Sports & Recreation Clubs industry, as indicated by its Standard Industrial Classification (SIC) code 7997.

Who is listed as the agent for service for this filing?

Vcorp Services, LLC, located at 701 S. Carson Street, Ste. 200, Carson City, NV 89701, is listed as the agent for service for this filing.

Filing Stats: 4,592 words · 18 min read · ~15 pages · Grade level 12.1 · Accepted 2024-07-03 17:24:24

Key Financial Figures

Filing Documents

Underwriting

Underwriting discount (7.0%) (2) $ 0.28 $ 1,050,000 Proceeds to us, before expenses (3) $ 3.72 $ 11,160,000 Proceeds to the Selling Stockholders, before expenses (3) $ 3.72 $ 2,790,000 (1) Assuming the public offering price is $4.00, which is the bottom of the estimated initial public offering price range set forth on the cover page of this prospectus. The table above assumes the underwriter does not exercise its over-allotment option. For more information, see the section entitled “Underwriting—Over-allotment Option” in this prospectus. (2) We have agreed to pay the underwriter a fee equal to 7.0% of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the underwriter. For a description of the other compensation to be received by the underwriter, see “Underwriting” See “Underwriting” for additional disclosure regarding underwriting compensation payable by us. (3) The total estimated fees and expenses related to this offering are set forth in the section entitled “Underwriting–- Discounts and Expenses”. (4) Includes $12,000,000 gross proceeds from the sale of 3,000,000 shares of common stock offered by our Company and $3,000,000 gross proceeds from the sale of 750,000 shares of our common stock offered by the Selling Stockholders. The underwriter is selling the shares of common stock in this offering on a firm-commitment basis. We have granted a 45-day option to the underwriter to purchase up to additional 450,000 shares to cover over-allotments. This prospectus also relates to the sale of an aggregate of 750,000 shares of our common stock by the Selling Stockholders named in this prospectus. If we complete this offering, net proceeds will be delivered to us and the Selling Stockholders on the closing date. The underwriter expects to deliver the shares of our common stock a

DILUTION

DILUTION 28 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 29

BUSINESS

BUSINESS 46 MANAGEMENT 65 EXECUTIVE AND DIRECTORS’ COMPENSATION 70 PRINCIPAL AND SELLING STOCKHOLDERS 72 RELATED PARTY TRANSACTIONS 74 DESCRIPTION OF CAPITAL STOCK 74 SHARES ELIGIBLE FOR FUTURE SALE 76 MATERIAL INCOME TAX CONSIDERATIONS 78

UNDERWRITING

UNDERWRITING 79 LEGAL MATTERS 85 EXPERTS 86 WHERE YOU CAN FIND ADDITIONAL INFORMATION 87 INDEX TO FINANCIAL STATEMENTS F-1 i We are responsible for the information contained in this prospectus We, the Selling Stockholder, and the underwriter have not authorized anyone to provide you any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses that may be prepared by us or on our behalf or to which we have referred you to. Neither we, nor the Selling Stockholder, take any responsibility for and cannot provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We and the Selling Stockholder are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or the sale of any of our shares of common stock. It may be the case that our business, financial condition, results of operations, and prospects may have changed since that date. For Investors Outside the United States: The underwriter is offering to sell, and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. Neither we, the Selling Stockholder nor the underwriter has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who co

financial statements are our historical consolidated financial statements

financial statements are our historical consolidated financial statements. You should rely only on the information contained in this prospectus or contained in any free writing prospectus that may be filed with the U.S. Securities and Exchange Commission (the “SEC”). We and the underwriter have not authorized anyone to provide you with additional information or information different from that contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources we believe to be reliable, although we do not guarantee the accuracy or completeness of such information. We believe these industry publications and third-party research, surveys and studies are reliable, however you are cautioned not to give undue weight to the information contained or cited therein. Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriter of its over-allotment option. Numerical figures included in this prospectus may have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Business

Business Overview We own and operate two public golf country clubs in Florida that each features a golf-club, consisting of over 289 acres of multi-service recreational property. Our golf country clubs include two golf-courses with over 13,000 yards of combined fairways, clubhouses boasting food and beverage options, aquatic golf ranges, and pro shops to assist any level of golfer. We believe our golf country clubs are a serene combination of approachable golf and nature that are designed to appeal to local residents and tourists alike. The property underlying both of our golf country clubs and the owner of that property are part of and subject to the Association, a not-for-profit corporation homeowners association. Leveraging our two golf country clubs, we plan to (i) continue to develop customer loyalty and capture a greater share of the golf-players who live in,. or visit the greater Orlando region and (ii) increase our revenue from the operation of our golf country clubs. We believe the quality of our golf-courses and the amenities we offer will continue to enhance our ability to attract and retain golf-players across a number of demographic groups and skill levels Each of our golf country clubs is organized into four principal business sectors: (i) golf recreation, retail golf products, and equipment and facilities rental, (ii) membership dues, (iii) food and beverage services. and (iv) ancillary services and amenities. Each of the golf-courses featured at our golf country clubs present a different set of physical and strategic challenges depending on the layout and where we place the position of a ball-hole and flagstick on a green from time to time during the golf-season. We believe this variation helps to create an enjoyable experience for our customers, no matter how many times they have visited our golf-courses before. We acquired both of our golf country clubs in 2014, and since then, our management team has grown alongside the business. Similarly,

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